SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Expedia Group, Inc. – ‘8-K’ for 4/5/21

On:  Wednesday, 4/7/21, at 4:32pm ET   ·   For:  4/5/21   ·   Accession #:  1324424-21-26   ·   File #:  1-37429

Previous ‘8-K’:  ‘8-K’ on 3/3/21 for 3/2/21   ·   Next:  ‘8-K’ on / for 5/4/21   ·   Latest:  ‘8-K’ on / for 5/6/21   ·   2 References:   

Magnifying glass tilted right emoji
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size

 4/07/21  Expedia Group, Inc.               8-K:3,5     4/05/21   12:205K

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     30K 
 8: R1          8-K Cover Page                                      HTML     48K 
10: XML         IDEA XML File -- Filing Summary                      XML     12K 
 7: XML         XBRL Instance -- expe-20210405_htm                   XML     25K 
 9: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 3: EX-101.CAL  XBRL Calculations -- expe-20210405_cal               XML      7K 
 4: EX-101.DEF  XBRL Definitions -- expe-20210405_def                XML     39K 
 5: EX-101.LAB  XBRL Labels -- expe-20210405_lab                     XML     80K 
 6: EX-101.PRE  XBRL Presentations -- expe-20210405_pre              XML     39K 
 2: EX-101.SCH  XBRL Schema -- expe-20210405                         XSD     11K 
11: JSON        XBRL Instance as JSON Data -- MetaLinks               13±    19K 
12: ZIP         XBRL Zipped Folder -- 0001324424-21-000026-xbrl      Zip     15K 

‘8-K’   —   Current Report

This is an HTML Document rendered as filed.  [ Alternative Formats ]

 iX:   C:  C: 
 i 0001324424 i false00013244242021-04-052021-04-050001324424exch:XNGS2021-04-052021-04-05

Washington, D.C. 20549
FORM  i 8-K
(Exact name of registrant as specified in its charter)
 i Delaware  i 001-37429  i 20-2705720
(State or other jurisdiction
of incorporation)
File Number)
 (I.R.S. Employer
Identification No.)
 i 1111 Expedia Group Way W.
 i Seattle,  i Washington  i 98119
(Address of principal executive offices) (Zip code)
( i 206)  i 481-7200
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 i Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 i Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 i Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 i Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
 i Common stock, $0.0001 par value i EXPE i The Nasdaq Global Select Market
 i Expedia Group, Inc. 2.500% Senior Notes due 2022 i EXPE22 i New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

See disclosure below in Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, which is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 5, 2021, the Board of Directors (the “Board”) of Expedia Group, Inc. (the, “Company”), including directors elected by holders of the Company’s common stock voting as a single class, elected Patricia Menendez-Cambo to fill the vacancy created by A. George Skip Battle’s previously-reported resignation from the Board on January 8, 2021. The Board also appointed Ms. Menendez-Cambo to serve as a member of the Company’s Audit Committee.

Ms. Menendez-Cambo has served as Deputy General Counsel of SoftBank Group International and General Counsel of the SoftBank Latin America Fund since May 1, 2019 and General Counsel of the SoftBank Opportunity Fund since July 2020. Prior to joining SoftBank, Ms. Menendez-Cambo served in various leadership roles at the law firm of Greenberg Traurig, LLP, including as Vice Chair and as a member of the firm's Executive Committee. Ms. Menendez-Cambo holds a J.D. degree from the University of Pennsylvania Carey Law School and a B.B.A (Bachelor of Business Administration) degree from the University of Miami.

In connection with her election and appointment, the Board determined that Ms. Menendez-Cambo (i) is an “independent director” as contemplated by Section 5605(a)(2) of the Nasdaq Marketplace Rules, (ii) meets the requirements for audit committee service pursuant to Nasdaq Marketplace Rule 5605(c)(2)(A), and (iii) is an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K. Ms. Menendez-Cambo’s initial term will expire at the Company’s 2021 annual meeting of stockholders or her earlier resignation or removal. As of the date of this Current Report on Form 8-K, neither Ms. Menendez-Cambo nor any of her immediate family members is a party, either directly or indirectly, to any transaction that would be required to be reported under Rule 404(a) of Regulation S-K, nor is Ms. Menendez-Cambo party to any understanding or arrangement pursuant to which she was appointed as a director.

Ms. Menendez-Cambo will be compensated in accordance with the Company’s standard compensation policies and practices for the Board, the components of which were disclosed in the Company’s proxy statement filed on May 7, 2020.

On April 6, 2021, the Company notified Nasdaq of the addition of Ms. Menendez-Cambo's appointment to the Audit Committee of the Board and Nasdaq in turn notified the Company that it was in compliance with Nasdaq Marketplace Rule 5605(c)(2), which requires the Company to have an audit committee composed of at least three independent directors.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
By:/s/ Robert J. Dzielak
Robert J. Dzielak
Chief Legal Officer and Secretary
Dated: April 7, 2021

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:4/7/21
For Period end:4/5/214
5/7/20DEF 14A
 List all Filings 

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/07/21  Expedia Group, Inc.               S-4                   10:10M                                    Toppan Merrill/FA
 5/06/21  Expedia Group, Inc.               S-3ASR      5/06/21    3:250K                                   Donnelley … Solutions/FA
Filing Submission 0001324424-21-000026   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2021 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Sat., May 15, 11:14:20.0am ET